Business Law

Offering the Highest Level of Expertise for Private Businesses, Owners, and Executives.

The corporate landscape has become increasingly competitive, complex, and regulated — the need for comprehensive legal services has become more important than ever. BMK has the experience to guide you and your business through the many opportunities and challenges of today’s constantly changing economy.

Guiding Your Business from Start to Finish

Our client base consists of entrepreneurs and small to mid-size businesses at all stages of maturity. We represent many successful companies throughout their entire life cycle — from business formation, growth and maturity, to counseling principals through a sale or succession to the next generation of a family business.

BMK combines decades of experience with a personalized, cross-specialty approach to uncover opportunities and avoid pitfalls. We form long-term, trusted relationships, often acting as a general business advisor and counselor for the companies and individuals we represent.

Managing and Negotiating Contracts — from the Simple to the Complex

We handle all types of contracts and transactions from the simple preparation of annual meeting votes to the drafting of more complex documents, including technology licensing, supply, and stockholder/buy-sell and operating agreements. Our attorneys negotiate stock and asset sales and acquisitions, in addition to handling the real estate needs of businesses from leasing to the purchase and sale of commercial property.

We facilitate our clients’ relationships with lenders, accountants, financial advisors, and insurance professionals who are a critical part of the service team. We strive to deal proactively with the issues, large and small, that come from running a business in today’s economy.

Areas of Expertise

Business Formation, Operation & Strategic Planning

BMK has decades of experience assisting its clients in selecting the appropriate entity for its business and organizational needs, whether it be a corporation, limited liability company (LLC) or nonprofit. Our approach takes into account current operations, tax analysis, and asset and liability protection in crafting the structure best suited to a particular venture. We also consider and advise on the myriad issues that may positively or negatively impact the business as well as exit strategies to prevent hurdles to growth and maximize realization of the value of the enterprise.

At BMK, we urge our clients to anticipate and plan for the future by fully discussing the relationships between owners, partners, family members and key employees and by dealing with the practical realities of these relationships. This strategy ensures a smooth transition of the company upon death, disability or retirement, prevents discord, and helps secure the success of the business into future generations.

Business Succession Planning

Succession issues are a routine part of our general business counseling, whether the business is a sole proprietorship, owned by unrelated partners, or family owned. We know that death, divorce, and disability are everyday issues that should be addressed long before they arise. BMK evaluates all options and variables to maximize our clients’ return on their investment and minimize disruption to the business at the time of dissociation. Our clients understand that even family owned businesses require a clear plan to avoid uncertainty and conflict and give the company the best chance to grow and succeed into future generations. With their input and guidance, we prepare comprehensive agreements that give certainty and peace of mind to the owners, their family members and key employees. BMK also works with our clients to evaluate entity structure and diversification to ensure proper liability protection and utilization of available tax strategies and benefits as their businesses grow and mature. As always, we approach these important tasks with a view to the company’s overall goals and the ambitions and needs of the owners and their families.

“Failing to plan is tantamount to planning to fail”

Business Litigation

When conflicts arise between business partners, between a company’s owners and its employees, or among multiple companies, the representation and advice of capable and experienced legal advisors is often needed.

Although BMK has experience advising and representing businesses of all types and sizes, we have particular expertise in the representation of private, closely held companies and partnerships. We recognize that closely held business owners have both their financial and emotional well-being tied to their business, and when disputes arise, there is often more at stake than the bottom line.

Our attorneys have years of trial experience both initiating and defending a broad range of commercial actions including contract and employment disputes, business torts, covenants not to compete, commercial real estate actions and shareholder and partnership disputes. We will work with your management team to explore all available options and develop a litigation strategy that cost-effectively serves your company and itslong-term goals. Whatever type of business you have, we will use our collective wealth of experience andtime-honored team approach to protect your company’s valuable interests.

BMK has expertise in the following areas of business litigation:

Business Torts

Commercial Real Estate Litigation

Contract Disputes

Employment Litigation

Shareholder and Partnership Disputes

Commercial Finance

BMK has extensive commercial finance experience representing both lenders and borrowers. Our attorneys are experienced in representing lenders in financing transactions for asset and stock acquisitions, real estate acquisitions and development, construction loans, asset-based lending (including receivables, inventory and equipment financing), as well as general working capital finance. Many of the transactions involve structured finance with second lien or unsecured subordinated lenders, requiring the drafting and negotiation of appropriate intercreditor agreements. We have also helped lenders participating in syndicated transactions.

Our lender representation is of tremendous help in representing businesses and individuals in all types of loans, ranging from construction to revolving lines of credit to real estate. The availability of appropriate lending tools helps businesses manage cash flow and receivables and build a business plan for the future. We also assist our clients in evaluating and developing relationships with lenders best suited to their personality and goals, ensuring that they are in place before the need arises.

Contracts & Licensing

BMK drafts and negotiates all types of business contracts including consulting, supply and licensing agreements as well as employment, confidentiality, and non-solicitation agreements. We also draft and negotiate commercial leases for office, R&D, retail, and warehouse space. As our clients’ trusted business advisor, BMK crafts straightforward documents that clearly and accurately reflect the intent of the parties, minimizing uncertainty and misunderstanding while offering valuable insight into areas of concern and opportunity.

In the event of a contract dispute, BMK’s highly experienced trial team is well-positioned to prosecute or defend any action seeking to enforce or dissolve an agreement.

Executive & Incentive Compensation/ Employee Agreements

BMK counsels our clients on all types of executive, key employee, and incentive compensation including both qualified and non-qualified plans relating to stock options and deferred compensation. We have a breadth of experience drafting and negotiating compensation packages and employment and separation agreements. Our depth of exposure to both the employer and employee perspectives gives us a critical vantage from which to guide our clients in the preparation and negotiation of these plans and agreements. The following is a summary of the types of plans and agreements we prepare:

Stock Option Plans provide employees with the opportunity to purchase stock in the company, often at a discount, as a form of non-cash compensation. This gives the employee a clear incentive to act in the best interest of and promote the interests of his or her employer.

Incentive Compensation Plans include bonus, stock option, and other plans that provide compensation on the achievement of measurable goals or targets.

Deferred Compensation Plans pay a portion of an employee’s income at a date after which that income is actually earned. Examples include pensions, retirement plans, and stock options. The primary benefit of deferred compensation is the deferral of tax to the date on which the employee actually receives the income; but the IRS regulations in this area are very strict and careful drafting is essential.

Employment Agreements can be basic or complex and commonly outline the terms of employment including a job description, term, bases for termination, compensation and, if appropriate, non-solicitation, non-disclosure, and non-competition provisions. They can also clarify the ownership of the employee’s work product and the rights of either party to derivatives from that work product.

Intellectual Property

In today’s economy, even the local is international and protecting intellectual property, including trade secrets, logos, trade names, software, and ideas is a critical aspect of doing business. BMK prepares and files copyright and trademark applications and also recommends additional strategies to protect our clients’ intellectual property and its value.

In order to seek protection under the law, every company must take steps to keep its intellectual property confidential and secure. One of the best ways to do this is through the use of non-disclosure and confidentiality agreements. BMK has extensive experience drafting these agreements and enforcing them, both in and out of court.

Mergers & Acquisitions

BMK represents companies in the acquisition and sale of businesses on a local, regional and national scale. We assist our clients in evaluating the relative benefits of a sale or purchase and work with them to craft the appropriate structure and terms, including due diligence and financing. As a full service multi-disciplinary firm, our business attorneys evaluate the transaction as a whole, not piece-meal with a different attorney assigned to each task. This gives us a unique perspective that we use to strengthen our bargaining position, maximize our clients’ return on investment, and minimize our clients’ risk.

Partnerships/Limited Liability Companies

At BMK, we assist our clients in identifying and developing synergistic relationships with compatible businesses. Once identified, we negotiate and draft agreements with potential partners that highlight and enhance the relationship of the parties. We anticipate potential problems and issues and address them ahead of time to minimize the impact of any separation or breach.

We are experienced in the formation of limited liability companies (“LLCs”) that offer liability protection and partnership tax treatment with the benefit of great flexibility to tailor the structure to the unique needs of each business deal and its principals. LLCs are used as operating entities, holding companies, for specific business deals, or for real estate ventures.

In the unfortunate event that a dispute arises between partners, BMK’s trial team has the expertise and experience necessary to protect our clients’ interests and assets in court or arbitration proceedings.

Buy-Sell, Shareholder, and Operating Agreements

BMK encourages our clients to reach shareholder agreements early to address the impact of the death, divorce or disability of a principal. Depending on the size and structure of the entity, a shareholder agreement may address (1) the procedure to be followed in the event of a voting deadlock; (2) the sale of stock (e.g., transfer restrictions and tag along and/or drag along rights); and (3) voting protocols for certain issues such as the election of directors and officers, when the company or an owner may require the purchase of the stock, and the rights of a third party purchaser of the owner’s shares. These are practical and critical issues for any business with more than one owner and provide certainty in the event of real life situations including divorce, death or disability. Having an appropriate agreement in place provides peace of mind and gives the business and its owners the best chance of surviving the departure of a principal.

In the unfortunate event that a dispute arises between shareholders, BMK’s trial team has the expertise and experience necessary to protect our clients’ interests and assets in court or arbitration proceedings.

Representative Clients

Research and development companies

A fuel delivery company with nation-wide operations

Manufacturers of all types of products from electronic circuit’s doors, windows, mattresses, building materials, metal products, and musical instruments.